Amendment: SEC Form SCHEDULE 13D/A filed by Guild Holdings Company
$GHLD
Finance: Consumer Services
Finance
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Guild Holdings Co (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
40172N107 (CUSIP Number) |
Carlos Portugal Bayview Asset Management, LLC, 4425 Ponce de Leon Blvd. Coral Gables, FL, 33146 305-854-8880 Adriana Schwartz, Esq. Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 40172N107 |
| 1 |
Name of reporting person
Bayview MSR Opportunity Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 40172N107 |
| 1 |
Name of reporting person
Bayview Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Guild Holdings Co | |
| (c) | Address of Issuer's Principal Executive Offices:
5887 COPLEY DRIVE, SAN DIEGO,
CALIFORNIA
, 92111. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No. 2") to Schedule 13D amends and supplements the Schedule 13D originally filed on May 23, 2025 and amended on June 20, 2025 (the "Schedule 13D") by Bayview Asset Management, LLC ("Bayview") and Bayview MSR Opportunity Master Fund, L.P. (together, the "Reporting Persons"), and relates to the shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock" and together with the Class B common stock, par value $0.01 per share, of the Issuer (the "Common Stock")) of Guild Holdings Company, a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 28, 2025, Issuer, Parent and Merger Sub consummated the transactions contemplated by the Merger Agreement. Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation of the Merger and a wholly-owned subsidiary of Parent. At the Closing, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than the shares of Class A Common Stock held by Parent) was cancelled and extinguished and automatically converted into the right to receive the Merger Consideration, subject to applicable tax withholdings.
Following the consummation of the Merger, the Issuer notified The New York Stock Exchange ("NYSE") that the Merger had been completed, and requested that NYSE suspend trading of the Common Stock on NYSE. The Issuer also requested that NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effectuate the delisting of all shares of Common Stock from NYSE and the deregistration of such shares under Section 12(b) of the Act. As a result, shares of the Common Stock will no longer be listed on NYSE. In addition, the Issuer intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of the Common Stock under Section 12(g) of the Act and the suspension of the Issuer's reporting obligations under Section 13 of the Act with respect to all shares of Common Stock.
This description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 99.2 to the Schedule 13D and is incorporated by reference into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information set forth on the cover pages this Amendment No. 2 are hereby incorporated by reference into this Item 5. | |
| (b) | See Item 5(a) above. | |
| (c) | Other than the transactions that occurred upon the Closing of the Merger described in Item 4 above, no transactions in the Class A Common Stock have been effected by either of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule A of the Schedule 13D, during the past sixty (60) days. | |
| (d) | See Item 2(a). | |
| (e) | November 28, 2025 | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|